Lucid Group (NASDAQ: LCID) sells $550M in Series C preferred to Ayar

Rhea-AI Filing Summary

Lucid Group, Inc. completed a private placement in which Ayar Third Investment Company, its majority shareholder and affiliate of the Public Investment Fund, purchased 55,000 shares of Series C Convertible Preferred Stock for an aggregate purchase price of $550,000,000 on April 28, 2026. The preferred shares, issued under a newly filed Certificate of Designations, are convertible into Class A common stock and were sold in a transaction exempt from registration under Section 4(a)(2) of the Securities Act. On the same date, Lucid and Ayar entered into Amendment No. 7 to the Investor Rights Agreement, giving Ayar piggy-back and shelf registration rights for the preferred shares and any common shares issuable upon conversion. The unregistered equity issuance and related amendments also result in modifications to the company’s organizational documents and security holder rights.

Insights

Equity capital markets analyst

Lucid secures $550M from majority shareholder via new convertible preferred.

Lucid Group, Inc. raised $550,000,000 by issuing Series C Convertible Preferred Stock to Ayar Third Investment Company in a private placement relying on Section 4(a)(2) of the Securities Act. The instrument is convertible into Class A common stock under terms set by a new Certificate of Designations filed on April 28, 2026.

Ayar, Lucid’s majority shareholder and a Public Investment Fund affiliate, also obtained expanded registration rights through Amendment No. 7 to the Investor Rights Agreement. These rights include piggy-back and shelf registration for the preferred shares and any underlying common stock, which facilitates potential future resales without Lucid receiving additional proceeds.

The filing also notes that this unregistered equity issuance affects rights of existing security holders and required amendments to Lucid’s charter documents. The exact economic terms of the preferred stock—such as dividend rate, conversion price, or protections—are set out in the referenced Certificate of Designations and will shape the long-term implications for common shareholders.

8-K Event Classification

5 items: 1.01, 3.02, 3.03, 5.03, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Aggregate purchase price: $550,000,000 Series C preferred shares issued: 55,000 shares Par value per preferred share: $0.0001 per share +3 more

6 metrics

Aggregate purchase price $550,000,000 Private placement of Series C Convertible Preferred Stock to Ayar on April 28, 2026

Series C preferred shares issued 55,000 shares Convertible preferred stock sold to Ayar in private placement

Par value per preferred share $0.0001 per share Series C Convertible Preferred Stock

Securities Act exemption Section 4(a)(2) Unregistered sale of Series C Convertible Preferred Stock

Certificate of Designations filing date April 28, 2026 Series C Convertible Preferred Stock terms filed in Delaware

Investor Rights Agreement amendment number Amendment No. 7 Seventh IRA Amendment with Ayar on April 28, 2026

Key Terms

Series C Convertible Preferred Stock, Certificate of Designations, Investor Rights Agreement, piggy-back, +2 more

6 terms

Series C Convertible Preferred Stock financial

"purchased from the Company 55,000 shares of its Series C Convertible Preferred Stock"

Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.

Certificate of Designations regulatory

"issued pursuant to a Certificate of Designations of Series C Convertible Preferred Stock"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

Investor Rights Agreement financial

"amendment to the Investor Rights Agreement, dated as of February 22, 2021"

A legally binding contract between a company and its investors that spells out investors’ core protections and privileges—such as voting rights, how and when shares can be sold, information access, and steps for resolving disputes. Think of it like a rulebook or homeowner association agreement for ownership: it clarifies who gets a say, how value can be realized, and what protections exist if things go wrong, making investment risks and expectations clearer for shareholders.

piggy-back financial

"Ayar is entitled to certain registration rights, including piggy-back and shelf registration rights"

shelf registration rights financial

"including piggy-back and shelf registration rights, with respect to the shares"

unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

Understanding 8-K Material Events →

false --12-31 0001811210 0001811210 2026-04-28 2026-04-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 28, 2026

Lucid Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39408	85-0891392
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
7373 Gateway Boulevard Newark, CA		94560
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (510) 648-3553

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		LCID		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

As previously announced, on April 14, 2026, Lucid Group, Inc. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) between the Company, and Ayar Third Investment Company, a single shareholder limited liability company organized under the laws of the Kingdom of Saudi Arabia (“Ayar”), an affiliate of the Public Investment Fund (“PIF”) and the Company’s majority shareholder. Pursuant to the Subscription Agreement, on April 28, 2026 (the “Closing Date”), Ayar purchased from the Company 55,000 shares of its Series C Convertible Preferred Stock, par value $0.0001 per share (the “Convertible Preferred Stock”) for an aggregate purchase price of $550,000,000 in a private placement (the “Private Placement”).

The shares of Convertible Preferred Stock sold to Ayar pursuant to the Subscription Agreement were issued pursuant to a Certificate of Designations of Series C Convertible Preferred Stock of the Company (the “Certificate of Designations”) filed with the Secretary of State of the State of Delaware on April 28, 2026 and were sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended.

On the Closing Date, the Company entered into an amendment to the Investor Rights Agreement, dated as of February 22, 2021, by and among the Company, Ayar and the other parties thereto, as amended from time to time (the “Investor Rights Agreement” and the amendment, the “Seventh IRA Amendment”). The shares of Convertible Preferred Stock and the shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) issuable upon conversion thereof are subject to the Seventh IRA Amendment, which governs the registration for resale of such shares of Convertible Preferred Stock and Common Stock. Pursuant to the Seventh IRA Amendment, Ayar is entitled to certain registration rights, including piggy-back and shelf registration rights, with respect to the shares of Convertible Preferred Stock and any shares of Common Stock issuable upon conversion thereof.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement included as Exhibit 10.1 to the Current Report on Form 8-K filed on April 14, 2026 and incorporated herein by reference.

The foregoing description of the Certificate of Designations and Seventh IRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference, and to the full text of the Seventh IRA Amendment included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.

Item 3.03 Material Modification to Rights of Security Holders.

The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Certificate of Designations of Series C Convertible Preferred Stock of Lucid Group, Inc.
10.1		Amendment No. 7 to the Investor Rights Agreement, dated April 28, 2026, by and among Lucid Group, Inc., Ayar Third Investment Company and the other parties thereto.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 29, 2026

	LUCID GROUP, INC.
	By:	/s/ Taoufiq Boussaid
		Taoufiq Boussaid
		Chief Financial Officer

FAQ

What did Lucid Group (LCID) announce in this 8-K filing?

Lucid Group completed a private placement of Series C Convertible Preferred Stock to Ayar Third Investment Company for $550,000,000. The deal also involved charter amendments and changes to investor rights, including registration rights for the new preferred and underlying common shares.

How much capital did Lucid Group (LCID) raise from Ayar in April 2026?

Lucid Group raised $550,000,000 from Ayar Third Investment Company. Ayar purchased 55,000 shares of Series C Convertible Preferred Stock in a private placement completed on April 28, 2026, providing substantial new capital directly to the company.

What type of security did Lucid Group (LCID) issue to Ayar?

Lucid Group issued Series C Convertible Preferred Stock to Ayar. These 55,000 preferred shares are convertible into Class A common stock under terms defined in a Certificate of Designations filed on April 28, 2026 with the Delaware Secretary of State.

Were Lucid Group’s new securities registered with the SEC?

The new Series C Convertible Preferred Stock was sold in an unregistered private placement relying on Section 4(a)(2) of the Securities Act. Future resales may occur under registration rights granted to Ayar, including piggy-back and shelf registration provisions for the preferred and underlying common shares.

How did the Ayar transaction affect Lucid Group (LCID) investor rights?

Lucid amended its Investor Rights Agreement through Amendment No. 7 with Ayar and other parties. Ayar received registration rights for the preferred shares and any common stock issuable upon conversion, and related changes modified certain rights of existing security holders and charter terms.

Who is Ayar Third Investment Company in relation to Lucid Group (LCID)?

Ayar Third Investment Company is a single shareholder limited liability company organized in Saudi Arabia. It is affiliated with the Public Investment Fund and is Lucid Group’s majority shareholder, giving it significant influence and participation in this $550,000,000 preferred stock financing.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 21.6 KB

Other Documents

• EX-3.1 EXHIBIT 3.1 228.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB